Final Results
Media Corporation PLC
31 March 2010
Media Corporation plc
(“Media Corp” or the “Group”)
FINAL RESULTS
FOR THE YEAR ENDED 30 SEPTEMBER 2009
Media Corporation plc, a leading AIM quoted media and online gaming
group, announces its final results for the year ended 30 September 2009.
Financial Highlights
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Operating loss before exceptional items reduced 11% to £2.3m (2008:
loss £2.6m)
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Operating loss after exceptional items reduced 77% to £2.7m (2008:
loss £11.5m)
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Cash balance at the year end £1.7m (2008: £3.8m)
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Consolidated net assets £5.9m (2008: £7.9m)
Business Highlights
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Investment in internet advertising technology increased ad-serving
capacities
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Acquisition after the year end of Purple Lounge Ltd, a premium
internet online gaming brand
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Removal of the Google ban after the year end which had adversely
affected Gambling.com & Creditcardexpert.com
Commenting on the results, Justin Drummond, Chief Executive, of Media
Corp, said:
“The Board is pleased with the progress that Media Corp has made
during 2009. Despite continuing challenging trading conditions, the
second half of the financial year saw significant improvements. This
upturn was due to organic growth across all business units as well as a
tactical cost reduction programme implemented by the Board and senior
management team following a strategic review earlier in the year.
“Since the end of the financial year there has been a dramatic
improvement in the Group’s fortunes. This is largely due to the
acquisition of Purple Lounge and the removal of the Google ban which had
adversely affected both Gambling.com and Creditcardexpert.com. This has
resulted in a significant increase in revenues and a return to
profitability in the first quarter of the 2010 financial year.”
ENQUIRIES
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Media Corporation Plc
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Tel: +44 20 7618 9000
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Justin Drummond - CEO
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Nilesh Jagatia - Finance Director
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Astaire Securities Plc
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Tel: + 44 20 7448 4400
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Luke Cairns / Katie Shelton
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Bishopsgate Communications
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Tel: + 44 20 7562 3350
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Robyn Samuelson / Gemma O'Hara
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mediacorp@bishopsgatecommunications.com
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Threadneedle Communications
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Tel: +44 20 7653 9850
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Graham Herring / Josh Royston
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Chairman’s Statement
Media Corporation made good progress during 2009 despite the downturn.
The first half of the year saw challenging trading conditions. However,
following a strategic review by the Board, the second half of the
financial year generated significantly improved results. This upturn was
due to organic growth across all business units as well as a tactical
cost reduction programme implemented by the Board and senior management
team.
Eyeconomy
The Group's largest business division, the advertising network
Eyeconomy, saw a considerable improvement in trading in the second half
of the 2009 financial year with revenues increasing significantly.
Eyeconomy has run sizable and very successful advertising campaigns for
a number of leading brands including Vodafone, British Gas and UPS. This
division currently has a very strong pipeline of forward orders and it
is anticipated by the Board that this trend will continue throughout
2010.
Publishing
The publishing business is starting to show the benefits of the
significant investment that the Group has made. The re-design,
development and high quality editorial content produced by the in-house
publishing team has been well received and the Group’s websites continue
to grow substantially.
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Sport.co.uk - As a result of excellent content and search
engine optimisation Sport.co.uk has grown enormously since its launch
in 2008 and it now receives over two million visitors a month.
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Onthebox.com - Following a recent re-launch, Onthebox.com has
established itself as the UK's most popular online TV guide and with
its enhanced features, including cinema and radio listings, its
popularity is expected to continue to grow.
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Gambling.com - Sara Vincent, who successfully established and
managed Casino.co.uk for seven years before its £3.6 million sale to
Cryptologic, has recently taken charge of Gambling.com. Sara has been
charged with realigning the business model and redeveloping the site
to increase both the visibility and profitability of the website. The
Company is expected to be in a position to announce a number of
strategic partnerships over the coming months. These partnerships are
anticipated to greatly improve both the revenues and value of
Gambling.com as a strategic asset within the global gaming market.
In
addition, there are now renewed indications that there could be a
change to the US anti-online gaming laws and a new legislative
framework for online gaming in the US. These changes would be hugely
beneficial for Gambling.com, the Group's principal publishing asset,
and would significantly increase the profitability and enhance the
value of this asset.
In
addition, there are now renewed indications that there could be a
change to the US anti-online gaming laws and a new legislative
framework for online gaming in the US. These changes would be hugely
beneficial for Gambling.com, the Group's principal publishing asset,
and would significantly increase the profitability and enhance the
value of this asset.
Since the end of the 2009 financial year there has been a dramatic
improvement in the Group’s fortunes. This is largely due to the
acquisition of Purple Lounge and the removal of the Google ban which had
adversely affected both Gambling.com and Creditcardexpert.com. This has
resulted in a significant increase in revenues and a return to
profitability in the first quarter of the 2010 financial year.
The outlook for 2010 now looks positive and the Board looks to the
future with renewed confidence.
Jason Drummond
31 March 201031 March 2010
Business Review
Throughout 2009 Media Corporation continued its ongoing strategy to
invest in the Group’s growth and streamline costs within the business.
This investment took place in personnel and technology and resulted in
more efficient operations during the financial year.
The Group has two principal divisions, Advertising Network and Internet
Publishing:
Advertising Network
The Advertising Network business, Eyeconomy, was established in 1996 and
is a separate operating division of Media Corporation. Eyeconomy
specialises in online media planning as well as buying and managing
online media campaigns for clients including AOL, Dell, T-Mobile and
American Express.
The division currently:
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produces dynamic and engaging online advertising solutions including
exit traffic (Subsites), rich-media floating toolbar (SubLines) and
has recently launched a new online advertising division
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offers a total reach of 35 million unique users every month, from over
850 quality host sites in all major channels including Finance,
Travel, Motors, Sport, Male/Female, Student/Youth, Property,
Entertainment, Film, Music and TV, Mobile/Gadget and Recruitment
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produces in-house creative media
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provides a wealth of new products on traditional display advertising
following acquisition of Nash Digital
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boasts a Brand team whose successful contract wins include the Express
Newspaper Group, representing a potential revenue stream of over £2
million
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is seeing return value on significant presence at trade shows and in
trade PR
Internet Publishing
Media Corporation has a diverse publishing division specialising in
premium destinations and portals.
Our impressive portfolio of websites includes a number of market-leading
sites including Onthebox.com (UK’s definitive TV listings and
entertainment guide with over 2 million unique visitors per month),
Sport.co.uk (sport content site with 1.7 million unique visitors),
Flightcomparison.co.uk (a leading flight booking portal), Gambling.com
(a comprehensive gambling and sports portal providing industry news,
tips and strategies) and Creditcardexpert.co.uk (a credit card
comparison website).
In addition, the Group acquired Purple Lounge (Purple-lounge.com), a
premium online gaming portal, in October 2009 and the Group will use its
in-depth expertise in developing and monetising the brand.
Financial Overview
The audited results for the year ended 30 September 2009 show a better
overall performance of the business than the previous year despite
turnover having decreased by 10.3% to £3.5m (2008: £3.9m). The operating
loss of £2.7m (2008: £11.5m) included exceptional costs of approximately
£371,000 relating to unrealised foreign currency exchange conversion
losses, underpayment of taxation in prior years and bad debt. Net assets
were £5.9m (2008: £7.9m) and cash at the end of the financial year was
£1.7m (2008: £3.8m).
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Key Performance Indicators (KPI’s)
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FY2009
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FY2008
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£million
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£million
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Revenue
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3.5
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3.9
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Gross Profit
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0.9
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1.4
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Operating Loss
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(2.7)
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(11.5)
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Net Assets
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5.9
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7.9
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Cash
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1.7
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3.8
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Other non-financial KPI
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Employees - Number
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37
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42
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Current trading and prospects incorporating principal risks and
uncertainties
The Board is aiming for continued growth during 2010 as we seek to
maximize the potential of the Group’s Internet Publishing and Internet
Advertising businesses, with Q1 2010 results already returning the Group
into profitability. In October 2009, the Group acquired Purple Lounge, a
premium online gaming portal with scalable infrastructure to expand
further in the online gaming sector. This acquisition was in line with
management strategy to focus on the online gaming sector and the Board
will continue to look to strengthen the business further by strategic
acquisitions in the current year.
Board changes
John Palmer was appointed as a Non-executive Director on 17 August 2009.
Michael Hawkes stepped down from the Board on the same day, and the
Directors would like to thank him for his significant contribution to
the Group.
In addition, Chris Gorman, OBE, was appointed as a Non-executive
Director of the Group on 13 October 2009.
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Justin Drummond
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Nilesh Jagatia
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Chief Executive
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Group Finance Director
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Consolidated Income Statement
For the year ended 30 September 2009
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Total
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Total
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Notes
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2009
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2008
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£000
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£000
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Revenue
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Continuing operations
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3,507
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3,912
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Total revenue
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3,507
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3,912
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Cost of sales
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Continuing operations
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(2,617)
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(2,507)
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Gross profit
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890
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1,405
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Selling and distribution costs
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(276)
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(638)
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Administrative expenses
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(2,914)
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(3,318)
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Exceptional loss
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(398)
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(8,913)
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Total Operating costs
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(3,588)
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(12,869)
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Operating loss
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(2,698)
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(11,464)
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Finance income
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39
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242
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Loss before income tax
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(2,659)
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(11,222)
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Income tax expense
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14
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(57)
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Loss from continuing activities attributable to equity holder
of the company.
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(2,645)
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(11,279)
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Loss earnings per share attributable to equity holders
of the company
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Pence per share
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Pence per share
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Basic
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4
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(0.90p)
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(3.87p)
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Diluted
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4
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(0.83p)
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(3.87p)
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Balance Sheets
As at 30 September 2009
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Group
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Group
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Company
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Company
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2009
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2008
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2009
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2008
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Notes
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£000
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£000
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£000
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£000
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Assets
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Non current assets
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|
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|
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|
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Property, plant and equipment
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|
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85
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|
|
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158
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|
|
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80
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|
|
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140
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|
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Intangibles
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4,830
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|
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4,566
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229
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|
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289
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|
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Investments
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-
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-
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6,530
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|
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7,028
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|
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Deferred tax asset
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|
|
|
8
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|
|
|
-
|
|
|
|
8
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-
|
|
|
|
|
|
|
4,923
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|
|
|
4,724
|
|
|
|
6,847
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|
|
|
7,457
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|
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Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Trade and other receivables
|
|
|
|
675
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|
|
|
753
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|
|
|
2,167
|
|
|
|
1,322
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|
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Cash at bank and in hand
|
|
|
|
1,697
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|
|
|
3,809
|
|
|
|
187
|
|
|
|
2,043
|
|
|
|
|
|
|
2,372
|
|
|
|
4,562
|
|
|
|
2,354
|
|
|
|
3,365
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|
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Total assets
|
|
|
|
7,295
|
|
|
|
9,286
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|
|
|
9,201
|
|
|
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10,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Current liabilities
|
|
|
|
|
|
|
|
|
|
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|
|
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Trade and other payables
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|
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(1,342)
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|
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(1,369)
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|
|
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(927)
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|
|
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(1,466)
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|
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Current tax liabilities
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(18)
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|
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(24)
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-
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-
|
|
|
|
|
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|
(1,360)
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|
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|
(1,393)
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|
|
|
(927)
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|
|
|
(1,466)
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|
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Total liabilities
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|
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(1,360)
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|
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|
(1,393)
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|
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(927)
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|
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(1,466)
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|
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Total assets less liabilities
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|
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5,935
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|
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7,893
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|
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8,274
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9,356
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|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Share capital
|
|
5
|
|
4,798
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|
|
|
4,773
|
|
|
|
4,798
|
|
|
|
4,773
|
|
|
Share premium
|
|
|
|
12,943
|
|
|
|
12,927
|
|
|
|
12,943
|
|
|
|
12,927
|
|
|
Other Reserves
|
|
|
|
1,422
|
|
|
|
1,422
|
|
|
|
1,422
|
|
|
|
1,422
|
|
|
Translation reserve
|
|
|
|
536
|
|
|
|
(305)
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|
|
|
-
|
|
|
|
-
|
|
|
Retained Earnings
|
|
|
|
(13,764)
|
|
|
|
(10,924)
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|
|
|
(10,889)
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|
|
|
(9,766)
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|
|
Total shareholders equity
|
|
|
|
5,935
|
|
|
|
7,893
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|
|
|
8,274
|
|
|
|
9,356
|
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The financial statements were approved by the Board on 31 March 2010 and
were signed on its behalf by:
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Justin Drummond
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Nilesh Jagatia
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Chief Executive Officer
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Group Finance Director
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Consolidated Statement of changes in shareholders’ equity
for the year ended 30 September 2009
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Group
|
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Share capital
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Share premium
|
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Currency translation reserve
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Other reserves
|
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Retained earnings
|
|
Total
|
|
|
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2006
|
|
4,764
|
|
12,917
|
|
-
|
|
1,422
|
|
(1,991)
|
|
17,112
|
|
|
Profit for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,830
|
|
2,830
|
|
|
Currency translation differencesdifferences
|
|
-
|
|
-
|
|
(471)
|
|
-
|
|
-
|
|
(471)
|
|
|
Share based payments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
13
|
|
13
|
|
|
At 30 September 2007
|
|
4,764
|
|
12,917
|
|
(471)
|
|
1,422
|
|
852
|
|
19,484
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(11,279)
|
|
(11,279)
|
|
|
Currency translation differencesdifferences
|
|
-
|
|
-
|
|
166
|
|
-
|
|
-
|
|
166
|
|
|
Purchase of own shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(497)
|
|
(497)
|
|
|
Issue of shares
|
|
9
|
|
10
|
|
-
|
|
-
|
|
-
|
|
19
|
|
|
At 30 September 2008
|
|
4,773
|
|
12,927
|
|
(305)
|
|
1,422
|
|
(10,924)
|
|
7,893
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,645)
|
|
(2,645)
|
|
|
Share based payments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
27
|
|
27
|
|
|
Currency translation differencesdifferences
|
|
-
|
|
-
|
|
841
|
|
-
|
|
-
|
|
841
|
|
|
Purchase of own shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(222)
|
|
(222)
|
|
|
Issue of shares
|
|
25
|
|
16
|
|
-
|
|
-
|
|
-
|
|
41
|
|
|
At 30 September 2009
|
|
4,798
|
|
12,943
|
|
536
|
|
1,422
|
|
(13,764)
|
|
5,935
|
|
Consolidated statement of recognised income and expenses
for the year ended 30 September 2009
|
|
|
|
|
2009
|
|
2008
|
|
|
|
£000
|
|
£000
|
|
Currency translation differences
|
|
|
|
841
|
|
166
|
|
Total income recognised directly in equity
|
|
|
|
841
|
|
166
|
|
Loss for the year
|
|
|
|
(2,645)
|
|
(11,279)
|
|
Total recognised expense for the year
|
|
|
|
(1,804)
|
|
(11,113)
|
All amounts attributable to equity holders of the company
Consolidated Cash Flow Statement
for the year ended 30 September 2009
|
|
|
2009
|
|
2008
|
|
|
|
£000
|
|
£000
|
|
Operating activities
|
|
|
|
|
|
Operating loss
|
|
(2,698)
|
|
(11,464)
|
|
Depreciation and amortisation
|
|
255
|
|
168
|
|
Impairment of intangibles
|
|
-
|
|
9,111
|
|
Decrease in receivables
|
|
78
|
|
172
|
|
Increase in payables
|
|
107
|
|
376
|
|
Taxes paid
|
|
-
|
|
(29)
|
|
Share based payments
|
|
68
|
|
-
|
|
Net cash used in operating activities
|
|
(2,190)
|
|
(1,666)
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Interest received
|
|
39
|
|
242
|
|
Purchase of property, plant and equipment
|
|
(34)
|
|
(101)
|
|
Purchase of intangibles
|
|
(82)
|
|
(513)
|
|
Acquisition of subsidiary undertaking (net cash acquired)
|
|
-
|
|
(166)
|
|
Net cash used in investing activities
|
|
(77)
|
|
(538)
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Issue of share capital
|
|
-
|
|
19
|
|
Purchase of treasury shares
|
|
(222)
|
|
(497)
|
|
Net cash used in financing activities
|
|
(222)
|
|
(478)
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(2,488)
|
|
(2,682)
|
|
Cash and cash equivalents at beginning of period
|
|
3,809
|
|
6,253
|
|
Effects on exchange movements
|
|
376
|
|
238
|
|
Cash and cash equivalents at end of period
|
|
1,697
|
|
3,809
|
Notes to the Financial Statements
for the year ended 30 September 2009
1. General Information
Media Corporation plc (“the Company”) and its subsidiaries (together
“the Group”) is engaged in Internet advertising and internet publishing.
The Company is a public limited company which is listed on the
Alternative Investment Market and is incorporated and domiciled in the
United Kingdom. The address of the registered office is 77 Queen
Victoria Street, London EC4V 4AY.
The registered number of the Company is 4058698.
These financial statements are presented in pounds sterling because that
is the currency of the primary economic environment in which the Group
operates. Media Corporation has the following subsidiaries:
|
Name of Company
|
|
Proportion Held
|
|
Class of shareholding
|
|
Nature of Business
|
|
Subsidiary undertakings
|
|
|
|
|
|
|
|
Xworks Limited
|
|
100%
|
|
Ordinary
|
|
Internet Publishing
|
|
Eyeconomy Limited
|
|
100%
|
|
Ordinary
|
|
Internet Advertising
|
|
Search Focus Limited
|
|
100%
|
|
Ordinary
|
|
Internet Publishing
|
|
Newbold Publications Limited
|
|
51%
|
|
Ordinary
|
|
Internet Publishing
|
|
Result Online Limited
|
|
100%
|
|
Ordinary
|
|
Internet Publishing
|
|
Flight Comparison Limited
|
|
100%
|
|
Ordinary
|
|
Internet Publishing
|
|
Career Plus Limited *
|
|
100%
|
|
Ordinary
|
|
IT recruitment agency
|
|
Interactive Consulting Limited /TA Nash Digital
|
|
100%
|
|
Ordinary
|
|
Internet Advertising
|
|
Gaming Corp (Curacao) Limited
|
|
100%
|
|
Ordinary
|
|
Internet Publishing
|
|
Gambling.com Limited
|
|
100%
|
|
Ordinary
|
|
Dormant
|
|
|
|
|
|
|
|
|
|
* Indirectly held
|
|
|
|
|
|
|
2. Financial Information
The financial information relating to the year ended 30 September 2009
set out in this announcement does not constitute statutory accounts as
defined in Section 435 of the Companies Act 2006, but has been extracted
from the statutory accounts, which received an unqualified auditors'
report and which have not yet been filed with the Registrar of
Companies. The financial information relating to the period ended 30
September 2008 is extracted from the statutory accounts, which
incorporated an unqualified audit report and which has been filed with
the Registrar of Companies.
3. Accounting policies
Basis of preparation
These financial statements have been prepared in accordance with IFRS as
adopted by the European Union, IFRIC interpretations, the Companies Act
2006 applicable to companies reporting under IFRS and the AIM listing
rules. The financial statements have been prepared under the historic
cost convention as modified by available for sale financial assets and
financial assets and financial liabilities at fair value through profit
or loss.
The financial statements have been prepared on a going concern basis in
accordance with the Group’s accounting policies set out below which are
based on the recognition and measurement principles of IFRS.
The preparation of financial statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the
Group’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements are shown below.
Fundamental accounting concept – going concern
The financial statements have been prepared on the assumption that the
Group is a going concern. The accounts of the Group for the year ended
30 September 2009 show a loss including exceptional items for the year
of £2.7 million.
At the date of these financial statements the Group’s ability to
continue as a going concern reflects the net funds of £1.7 million cash
available to the Group at the year end and the forecasts for the Group
for the current financial year. On this basis, in the opinion of the
Directors, the financial statements have been properly prepared on the
assumption that the Group is a going concern.
Basis of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group (directly or
indirectly) has the power to govern the financial and operating policies
generally accompanying a shareholding of more than one half of the
voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing
whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group.
They are excluded from the consolidation from the date on which control
ceases.
The Group uses the purchase method of accounting to account for the
acquisition of subsidiaries. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest.
The excess of the cost of acquisition over the fair value of the Group’s
share of the identifiable net assets acquired is recorded as goodwill.
If the cost of acquisition is less than the fair value of the net assets
of the subsidiary acquired, the difference is recognised directly in the
income statement for the year.
Intra-group transactions, balances and unrealised gains on intra-group
transactions are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset
transferred. Subsidiaries’ accounting policies have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Transactions and Minority Interests
The Group applies a policy of treating transactions with minority
interests as transactions with parties external to the Group. Disposals
to minority interests result in gains and losses for the Group that are
recorded in the income statement. Purchases from minority interests
result in goodwill, being the difference between any consideration paid
and the relevant share acquired of the carrying value of the net assets
of the subsidiary.
Segmental reporting
A business segment is a group of assets and operations engaged in
providing products or services that are subject to risks and returns
that are different from those of other business segments. A geographical
segment is engaged in providing products or services within a particular
economic environment that are subject to risks and return that are
different from those in segments operating in other economic
environments.
Foreign currency
The individual financial statements of each Group Company are presented
in the currency of the primary economic environment in which it operates
(its functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each Group Company are
expressed in Pounds sterling, which is the functional currency of the
Company, and the presentation currency for the consolidated financial
statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity’s functional currency
(foreign currencies) are recorded at rates of exchange prevailing on the
dates of the transactions. At the balance sheet date, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date.
Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured in terms
of historical cost in foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on
the retranslation of monetary items, are included in profit or loss for
the period. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in the profit and
loss account for the period except for differences arising on the
retranslation of non-monetary items in respect of which gains and losses
are recognised directly in equity. For such monetary items, any exchange
component of the gain or loss is also recognised directly in equity.
For the purpose of presenting consolidated financial statements, the
assets and liabilities of the Group’s foreign operations are translated
at exchange rates prevailing on the balance sheet date.
Income and expense items are translated at the average exchange rates
for the period, unless exchange rates fluctuate significantly during the
period, in which case the exchange rates at the date of transactions are
used. Exchange differences arising, if any, are classified as equity and
transferred to the Group’s translation reserve. Such translation
differences are recognised as income and expense in the period in which
the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rates.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for goods and services
provided in the normal course of business, net of discounts, VAT and
other sales related taxes.
Sales of goods are recognised when goods are delivered and title has
passed.
Sales of services are recognised when the service has been completed and
invoiced to the customer.
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset’s net
carrying amount.
Leased assets
Where the assets are financed by leasing agreements that give rights
approximating to ownership (finance leases), the assets are treated as
if they had been purchased outright. The amount capitalised is the
present value of the minimum lease payments payable over the term of the
lease. The corresponding leasing commitments are shown as a liability.
Where a finance lease has been awarded to a group entity at a
non-commercial interest rate is applied. Depreciation on the relevant
assets is charged to the income statement.
All other leases are treated as operating leases. Their annual rentals
are charged to the income statement on a straight line basis over the
term of the lease.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss.
The cost of property, plant and equipment includes those costs which are
directly attributable to purchasing the assets and bringing them into
working condition. The Group does not capitalise interest as part of the
cost of property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the income statement during the
financial period in which they are incurred.
Depreciation is provided on the following tangible fixed assets at rates
calculated to write off the cost or valuation, less estimated residual
value based on prices prevailing at the date of acquisition or
revaluation, of each asset evenly over its expected useful life as
follows:
|
Fixtures and fittings
|
|
|
25% reducing balance
|
|
Office equipment
|
|
|
25% reducing balance
|
|
Computer equipment
|
|
|
33.3% per annum
|
Gains and losses on disposals are determined by comparing the proceeds
with the carrying amount and are recognised within ‘Operating expenses’
in the Income Statement.
The Group reviews its depreciation rates regularly to take account of
any changes in circumstances. When setting useful economic lives, the
principal factors the Group takes into account are the expected rate of
technological developments and the intensity at which the assets are
expected to be used.
The assets’ residual values and useful lives are reviewed, and adjusted
if appropriate, at each balance sheet date.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary at the acquisition date. Goodwill on acquisition of
subsidiaries is included in goodwill and intangible assets. Goodwill is
tested annually for impairment and carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of
impairment testing. The allocation is made to those cash generating
units that are expected to benefit from the business combination in
which the goodwill arose.
In accordance with IFRS 3 ‘Business Combinations’, any excess of
acquirer’s interest in the fair value of acquiree’s identifiable net
assets is immediately recognised in the income statement.
Computer software
Acquired computer software licenses are capitalised on the basis of the
costs incurred to acquire and bring into use the specific software.
These costs are amortised over their useful economic lives (3 to 5
years). Costs associated with developing and maintaining computer
software programmes are recognised as an expense when incurred, subject
to the capitalization criteria of IAS 38.
Trade names/Domain names
Acquired trade names/domain names are recognised where their fair value
can be reliably measured. These assets are considered to have finite
lives and are tested annually for impairment and carried at cost less
accumulated impairment losses.
Website costs
Acquired websites are capitalised where their fair value can be reliably
measured. Development of these websites are also capitalised as long as
there are considered generating revenues. These assets are considered to
have finite lives and are amortised on a straight line basis over their
useful economic lives of 3 years.
Impairment of non current assets
The carrying amount of the Group’s assets, other than deferred income
tax assets, are reviewed at each balance sheet date to determine whether
there is any indication of impairment. Assets that have an indefinite
economic life are not subject to amortisation and are tested annually
for impairment.
If an indicator of a possible impairment is noted, the need for any
asset impairment provision is assessed by comparing the carrying value
of the asset against the higher of fair value less costs to sell or
value in use (recoverable amount). An impairment loss is recognised
whenever the carrying amount of an asset exceeds its recoverable amount.
Impairment losses are recognised in the income statement. For the
purposes of assessing impairment, the assets are grouped at the lowest
levels for which they have separately identifiable cash flows (cash
generating units).
Impairment losses recognised in the income statement in respect of
cash-generating units are allocated first to reduce the carrying amount
of any goodwill allocated to cash-generating units (groups of units) and
then, to reduce the carrying amount of the other assets of the unit
(group of units) on a pro rata basis.
Impairment charges are included in the administrative expenses line item
in the income statement, except to the extent they reverse gains
previously recognised in the statement of recognised income and expenses.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s
balance sheet when the Group becomes a party to the contractual
provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at cost. Cash
and cash equivalents comprise cash on hand, deposits held on call with
banks and other short-term highly liquid investments with original
maturities of three months or less.
Trade and other receivables
Trade receivables are initially measured at fair value and subsequently
measured at amortised cost using the effective interest rate method,
less provision for impairment. A provision for impairment of trade
receivables is established when there is objective evidence that the
Group will not be able to collect all amounts due according to the
original term of the receivable. The amount of the provision is the
difference between the asset’s carrying amount and the present value of
estimated future cash flows, discounted at the original effective
interest rate. The carrying amount of the asset is reduced through the
use of an allowance account, and the amount of the loss is recognised in
the income statement within ‘Operating expenses’. When a trade
receivable is uncollectible, it is written off against the allowance
account. Subsequent recoveries of amounts previously written off are
credited to ‘Operating expenses’ within the income statement.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months
after the balance sheet date. Loans and receivables are initially
recognised at cost, being the fair value of consideration together with
any associated issue costs. After initial recognition, interest bearing
loans are subsequently measured at amortised cost using the effective
interest method. Amortised cost is calculated taking into account any
issue costs and discount or premium on settlement.
Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of equity instruments are shown in equity as a
deduction from the proceeds, net of tax.
Where any Group company purchases the Company’s equity share capital
(treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes) is deducted from
equity attributable to the Company’s equity holders until the shares are
cancelled or reissued. Where such shares are subsequently reissued, any
consideration received, net of any directly attributable incremental
costs (net of income taxes), is included in equity attributable to the
Company’s equity holders
Trade payables
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction
costs incurred. Borrowings are subsequently stated at amortised cost;
any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the period
of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
Borrowing costs are expensed to the income statement unless used to fund
a qualifying asset as described by IAS 23.
Current and deferred income tax
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the balance sheet date in the
countries where the Group’s subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate
on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However, if the deferred income tax arises from initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss, it is not accounted for.
Deferred income tax is determined using tax rates (and laws) that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except where the Group
controls the timing of the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the
foreseeable future.
Share based payments Transactions
Employees (including Directors) of the Group receive remuneration in the
form of share-based payment transactions, whereby employees render
services as consideration for equity instruments (‘equity-settled
transactions’). In situations where equity instruments are issued and
some or all of the goods or services received by the entity as
consideration cannot be specifically identified, they are measured as
the difference between the fair value of the share-based payment and the
fair value of any identifiable goods or services received at the grant
date.
The cost of equity-settled transactions with employees is measured by
reference to the fair value at the date on which they are granted. The
fair value is determined by using an appropriate pricing model, further
details of which are given in note 23.
The cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which the
performance and/or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award (‘the
vesting date’). The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects the
extent to which the vesting period has expired and the Group’s best
estimate of the number of equity instruments that will ultimately vest.
The profit or loss charge or credit for a period represents the movement
in cumulative expense recognised as at the beginning and end of that
period.
No expense is recognised for awards that do not ultimately vest, except
for awards where vesting is conditional upon a market condition, which
are treated as vesting irrespective of whether or not the market
condition is satisfied, provided that all other performance and/or
service conditions are satisfied. Where the terms of an equity-settled
award are modified, the minimum expense recognised is the expense as if
the terms had not been modified. An additional expense is recognised for
any modification, which increases the total fair value of the
share-based payment arrangement, or is otherwise beneficial to the
employee as measured at the date of modification. Where an
equity-settled award is cancelled, it is treated as if it had vested on
the date of cancellation, and any expense not yet recognised for the
award is recognised immediately. However, if a new award is substituted
for the cancelled award, and designated as a replacement award on the
date that it is granted, the cancelled and new awards are treated as if
they were a modification of the original award, as described in the
previous paragraph.
The dilutive effect of outstanding options is reflected as additional
share dilution in the computation of earnings per share (further details
are given in note 9).
Research and development costs
Research expenditure is written off to the profit and loss account in
the year in which it is incurred. Development expenditure is written off
in the same way unless the directors are satisfied as to the technical,
commercial and financial viability of individual projects.
Accounting Standards issued but not yet effective and/ or adopted.
At the date of authorisation of these consolidated financial statements,
the IASB and IFRIC have issued the following standards and
interpretations which are effective for annual accounting periods
beginning on or after the stated effective date. These standards and
interpretations are not effective for and have not been applied in the
preparation of these consolidated financial statements:
IAS 27: Consolidated and Separate Financial Statements (Amended)
(effective as of 1 July 2009).
IFRS 3: Business Combinations (Revised) (effective as of 1 July
2009) includes an amendment to the treatment of minority interests
(renamed non-controlling interests), amendments to the calculation of
goodwill, a change to the method of accounting for acquisitions in
stages, amendment to the accounting for contingent consideration and
changes to the recognition and measurement of certain assets and
liabilities.
IFRS 9: Financial instruments (effective as of 1 January 2013 –
not yet endorsed by the EU).
IFRIC Interpretation 13: Customer Loyalty Programmes (effective
as of 1 July 2009).
IFRIC Interpretation 14: The Limit on a Defined Benefit Asset,
Minimum Funding Requirements and their Interaction (effective as of 1
July 2009).
Amendment to IFRIC 14: Prepayments of a Minimum Funding
Requirement (effective as of 1 January 2011, not yet endorsed by the EU).
IFRIC Interpretation 16: Hedges of a Net Investment in a Foreign
Operation (effective as of 1 October 2009).
IFRIC Interpretation 17: Distributions of non-cash assets to
owners (effective 1 July 2009).
IFRIC Interpretation 18: Transfers of assets from customers
(effective 1 July 2009, not yet endorsed by the EU).
IFRIC Interpretation 19: Extinguishing Financial Liabilities with
Equity Instruments (effective as of 1 July 2010, not yet endorsed by the
EU).
Eligible Hedged Items (Amendment to IAS 39 Financial Instruments:
Recognition and Measurement). Entities shall apply the amendment
retrospectively for annual periods beginning on or after 1 July 2009.
Amendments
to IFRIC 9 and IAS 39: Embedded Derivatives (effective as of 30 June
2009, not yet endorsed by the EU).Amendments
to IFRIC 9 and IAS 39: Embedded Derivatives (effective as of 30 June
2009, not yet endorsed by the EU).
Improvements to IFRSs (effective
date is various, earliest is as of 1 January 2009, not yet endorsed by
the EU).
Improvements to IFRSs (effective
date is various, earliest is as of 1 January 2009, not yet endorsed by
the EU).
Amendment to IFRS 2: Group Cash-settled Share-based Payment
Transactions (effective as of 1 January 2010, not yet endorsed by the
EU).
Amendment to IFRS 1: Additional Exemptions for First-Time
Adopters (effective as of 1 January 2010, not yet endorsed by the EU).
Amendment to IAS 32: Classification of Rights Issues (effective
as of 1 February 2010, not yet endorsed by the EU).
Revised IAS 24: Related-Party Disclosures (effective as of 1
January 2011, not yet endorsed by the EU).
The directors anticipate that the adoption of these standards and
interpretations will not have a material impact on the Group’s financial
statements in the period of initial adoption with the exception of IFRS
3: Business Combinations (Revised), which will require transaction costs
arising on business combinations to be expensed to the income statement
as opposed to the existing treatment of capitalisation, in the event
that acquisitions are undertaken.
Significant judgments, key assumptions and estimates
In the course of the preparation of the financial statements, the Group
has made the following significant estimates:
-
Estimates of the future cash flows of the Group’s subsidiaries upon
which goodwill is carried, in order to arrive at whether an impairment
provision is required. These have been based on each subsidiary’s
budgets for 2010 and projections for 2011 and 2012 with expected
growth rates and discount rates.
-
Judgements made on the estimates of the useful life of property, plant
and equipment, as set out in the relevant accounting policies above.
4. Segmental analysis
As at 30 September 2009, the Group’s continuing business is classified
by management into two main segments.
The primary segment results for the year ended 30 September 2009 are as
follows:
|
|
|
Advertising Network
|
|
Internet Publishing
|
|
Group
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
Total segment revenue
|
|
2,602
|
|
905
|
|
3,507
|
|
|
Operating loss
|
|
(521)
|
|
(2,177)
|
|
(2,698)
|
|
|
Net finance income
|
|
|
|
|
|
39
|
|
|
Loss before income tax expense
|
|
|
|
|
|
(2,659)
|
|
|
Income tax expense
|
|
|
|
|
|
14
|
|
|
Loss from continuing activities
|
|
|
|
|
|
(2,645)
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet
|
|
|
|
|
|
|
|
|
Assets
|
|
1,072
|
|
6,223
|
|
7,295
|
|
|
Liabilities
|
|
(634)
|
|
(726)
|
|
(1,360)
|
|
|
Net assets/(liabilities)
|
|
438
|
|
5,497
|
|
5,935
|
|
|
|
|
|
|
|
|
|
|
|
Other information
|
|
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
(37)
|
|
(218)
|
|
(255)
|
|
The segment results for the year ended 30 September 2008 are as follows:
|
|
|
Advertising Network
|
|
Internet Publishing
|
|
Group
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Revenue
|
|
|
|
|
|
|
|
Total segment revenue
|
|
2,529
|
|
1,383
|
|
3,912
|
|
Trading profit
|
|
(413)
|
|
(2,157)
|
|
(2,570)
|
|
Impairment of intangibles
|
|
-
|
|
(9,170)
|
|
(9,170)
|
|
Net Gain on sale of non current assets
|
|
-
|
|
276
|
|
276
|
|
Operating (loss)/profit
|
|
(413)
|
|
(11,051)
|
|
(11,464)
|
|
Net finance income
|
|
|
|
|
|
242
|
|
Loss before income tax expense
|
|
|
|
|
|
(11,222)
|
|
Income tax expense
|
|
|
|
|
|
(57)
|
|
Loss from continuing activities
|
|
|
|
|
|
(11,279)
|
|
|
|
|
|
|
|
|
|
Balance sheet
|
|
|
|
|
|
|
|
Assets
|
|
891
|
|
8,395
|
|
9,286
|
|
Liabilities
|
|
(1,224)
|
|
(169)
|
|
(1,393)
|
|
Net assets/(liabilities)
|
|
(333)
|
|
8,226
|
|
7,893
|
|
|
|
|
|
|
|
|
|
Other information
|
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
(120)
|
|
(9,159)
|
|
(9,279)
|
The above disclosures are consistent with how management reports
information internally for the purpose of evaluating the Group's
performance and for making decisions about future allocations of
resources to the Group.
Under the definitions contained in IAS 14 the only material geographic
segment that the Group operates in is the UK.
4. Loss per share
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
£000
|
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the purpose of basic and diluted earnings per share
|
|
|
(2,645)
|
|
|
(11,279)
|
|
|
|
|
|
|
|
|
|
Numbers
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purpose of basic
earnings per share
|
|
|
293,467,124
|
|
|
291,927,298
|
|
Effective of dilutive potential ordinary shares:
|
|
|
|
|
|
|
|
Share warrants
|
|
|
25,084,931
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purpose of
diluted earnings per share
|
|
|
318,552,055
|
|
|
291,927,298
|
|
|
|
|
|
|
|
|
|
|
|
|
Pence
|
|
|
Pence
|
|
Loss per share – basic
|
|
|
(0.90p)
|
|
|
(3.87p)
|
|
Loss per share – diluted
|
|
|
(0.83p)
|
|
|
(3.87p)
|
Basic loss per share has been calculated by dividing loss for the year
by the weighted average number of ordinary shares in issue during the
year.
Diluted loss per share has been calculated by dividing loss for the year
by the weighted average number of ordinary shares in issue during the
year adjusted to assume conversion of all dilutive potential
options/warrants. Losses are not subject to dilution.
5. Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2009
|
|
2008
|
|
2008
|
|
|
|
Number
|
|
£000
|
|
Number
|
|
£000
|
|
|
|
|
|
|
|
|
|
|
|
Authorised
|
|
|
|
|
|
|
|
|
|
Ordinary shares of 1p each
|
|
814,566,400
|
|
8,146
|
|
814,566,400
|
|
8,146
|
|
Deferred shares of 4p each
|
|
46,358,400
|
|
1,854
|
|
46,358,400
|
|
1,854
|
|
|
|
|
|
10,000
|
|
|
|
10,000
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
Ordinary shares of 1p each
|
|
294,436,389
|
|
2,944
|
|
291,927,298
|
|
2,919
|
|
Deferred shares of 4p each
|
|
46,358,400
|
|
1,854
|
|
46,358,400
|
|
1,854
|
|
|
|
|
|
4,798
|
|
|
|
4,773
|
2,509,091 Ordinary 1p shares were issued to Rivington Street Holdings
pursuant to contractual obligations for services provided to the Company
and the average price of the shares at the issue date was 1.64 pence.
Share warrants
During the year 16,500,00 warrants exercisable at 5p per share were
replaced with new 27,250,000 warrants at exercisable price of 1p which
were granted to employees and directors. The warrants give right to
subscribe for new shares for a period of three years from the grant date.
6. Events after the balance sheet date
1,750,000 Ordinary 1p share warrants were exercised by former employees
of Media Corporation Plc.
Media Corporation Plc acquired the entire share capital of Purple Lounge
Limited, an internet gaming company. The maximum consideration for
Purple Lounge is £0.465m, all of which will be satisfied by way of an
earn-out, payable over a period of up to 5 years.
7. AGM notice and availability of accounts
The annual general meeting will be held at 11am on Wednesday 28 April
2010 at the Company’s registered office of 77 Queen Victoria Street,
London EC4V 4AY. The notice of annual general meeting and proxy
materials will be posted to shareholders with the 2009 Annual Report and
Accounts on 31 March 2010. These will also be available at the Company’s
registered office and website, www.mediacorpplc.com.
